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SoftBank yesterday announced that its massive investment in Uber has closed, including both its $1.25 billion primary investment (at around a $68 billion valuation) and its $8 billion secondary investment (at around a $48 billion valuation). Except that's not entirely true.

Yes, checks have been sent and corporate governance changes implemented. But multiple sources tell Axios that the deal actually remains subject to a CFIUS review, and that SoftBank will not exercise its board voting rights until that process is closer to completion.

SoftBank did not necessarily need to submit a CFIUS application, given that this is a minority position. For example, Tencent didn't file last year when it acquired a 12% stake in Snapchat. But the thinking was that SoftBank expects to remain very active in U.S. deal-making, so it's prudent to keep regulators close.

The odds of this flying through CFIUS are extremely high and, if it does get pushback, SoftBank likely could work out some sort of mitigation agreement...

BUT: In theory, SoftBank could be out over $8 billion with no legal recourse. For example, Travis Kalanick yesterday deposited over $1 billion into his bank account. There is no clawback provision on it.

It also is worth noting that SoftBank Vision Fund's Rajeev Misra already made a bit of mischief, telling the FT that Uber should consider exiting markets outside of its US/Europe/LatAm core. In other words, Africa, the Middle East and Southeast Asia.

• Tax talk: New York Gov. Andrew Cuomo is proposing to increase taxes on carried interest for fund managers who live and/or work in New York State. Specifically, it would be a 17% tax surcharge on carry, which represents the difference between the 20% capital gains rate and the 37% top ordinary federal income tax rate.

Per Lamont Carey, a former convict now focused on this issue: "It was like society was saying, 'You're not going to be legit. The only way you're going to be able to have something for yourself [is] you're going to have to go back to what you know best, and that is: Be a criminal.''

• Restful float: "Unicorn" mattress maker Casper just hired a new CFO and CMO, and also announced more than $600 million in total revenue since launch. But word is that IPO plans are (very tentatively) aimed at 2019, not at 2018.

• Talker: Sequoia Capital's Michael Moritz, best-known for his early investments in Google and PayPal, has written an op-ed in which he argues that Silicon Valley's work ethic is lacking as compared to China's. In it, he comments that discussions of issues like "the appropriate length of paternity leave or work-life balance... seem like the concerns of a society that is becoming unhinged."

In short: Moritz seems to believe American workers — or at least tech workers — have become overly entitled, and the ultimate consequence will be also-ran status in the next great economic/tech expansion.

My gut reaction to some of his language and examples was visceral revulsion, which appears to be widely shared (via some Twitter scanning). But I encourage you to read the piece, take a few minutes to soak it in and then let me know your thoughts. I'm primarily interested in if you agree that we are indeed making a trade-off — even if it's one you'd make 100 times out of 100 — or if you think he's wrong on that fundamental premise. We'll return to it next week.

• Have a great weekend. Thanks to my Axios family for everything in D.C. this week. Go Pats!

The BFD

Source: Giphy

ADT, the Florida-based home security company owned by Apollo Global Management, raised $1.5 billion in its IPO. The company priced 105 million shares at $14 per share, compared to plans to price 111.11 million shares at between $17-$19. It has an initial market cap of $10.57 billion, and will trade on the NYSE under ticker ADT. Morgan Stanley served as lead underwriter.

Why it's the BFD: Because the IPO market appears to have fumbled its opening kickoff, even if Apollo booked a strong paper profit on the first stage of its quick flip.

No word on if Dennis Kozlowski plans to buy at the open, just for old time's sake.

Bottom line: Weak IPO pricing doesn't necessary portend weak aftermarket trading (see: Fix, Stitch), and ADT may have been particularly hampered by timing that didn't enable investors to see full 2017 financials or the new tax bill's expected impact on 2018 earnings. But don't discount the more potent combo of big debt and disruptive startup rivals like Ring.

Venture Capital Deals

🚑 Pandion Therapeutics, a Cambridge, Mass.-based developer of targeted immune modulator drugs, has raised $58 million in Series A funding from Polaris Partners, Roche Venture Fund and Versant Ventures. http://axios.link/ayrV

• Varo Money, a consumer-facing mobile banking app, has raised $45 million in new funding co-led by The Rise Fund and return backer Warburg Pincus. http://axios.link/DEkY

• PacketFabric, a Culver City, Calif.-based “connectivity-as-a-platform” company, has raised $25 million in Series B funding led by existing backer NantCapital. www.packetfabric.com

• Omni, an “operating system for physical things,” has raised $25 million from Highland Capital Partners and Ripple execs Stefan Thomas and Chris Larsen. https://axios.link/kgGg

• Urban Remedy, a Santa Monica, Calif.-based fresh juice and food maker, has raised $17 million in new funding led by 301 INC. http://axios.link/3rPs

• Ollie, a New York-based luxury co-living space startup, has raised $15 million in new VC funding. Aviva Investors Real Estate Capital led, and was joined by the Texas Employees Retirement System and The Moinian Group. http://axios.link/MFLD

• Eyeota, a Singapore-based provider of audience data to advertisers, has raised $12.5 million in Series B funding. France’s Jolt Capital led, and was joined by Project A Ventures and Qualgro. http://axios.link/mT4Y

• Iris Automation, a developer of "sense and avoid" technology for industrial drones, has raised $8 million in Series A funding. Bessemer Venture Partners led, and was joined by seed backer Bee Partners. http://axios.link/CuIl

• Sparta Science, a Menlo Park, Calif.-based provider of injury prediction and recovery monitoring technologies, has raised $7 million in Series A funding led by Playground Global. www.spartascience.com

• Floyd, a Farmington Hills, Mich.-based online furniture company, has raised $5.6 million in Series A funding led by Beringea. http://axios.link/OuX5

🚑 Ping An Healthcare Management, a medical data collection and analysis business owned by China’s Ping An Insurance Group, has raised nearly $1 billion at an $8.8 billion valuation from SoftBank Vision Fund and SBI Holdings, per Reuters. The fundraise comes as the group is believed to be prepping a Hong Kong IPO. https://axios.link/N4bT

⛽ Warburg Pincus has committed up to $150 million to form Stronghold Energy II Holdings, a Midland, Texas-based oil and gas exploration company focused on the Central Basin Platform of the Permian Basin.

Public Offerings

⛽ CentralPuerto, an Argentinian power producer, set its IPO terms to 35.5 million shares being offered at $17.50-$21.50. It would have a fully-diluted market value of around $3 billion, if it prices in the middle. The company plans to trade on the NYSE under ticker CEPU, with BofA Merrill Lynch serving as lead underwriter. http://axios.link/M73R

•Leo Holdings, a SPAC formed by Lion Capital to acquire a consumer retailer, has filed for a $300 million IPO. It plans to trade on the NYSE, with Citi serving as lead underwriter. http://axios.link/mDBd

•Mercari, a Japanese marketplace app for secondary goods, is prepping a Tokyo IPO for June that could value the company at around $1.8 billion, per Nikkei. http://axios.link/kZIO

⛽ NineEnergy Service, a Houston-based onshore completion and production services provider owned by SCF Partners, raised $161 million in its IPO. The company priced 7 million shares at $23 (high end of range), and will trade on the NYSE under ticker symbol NINE. J.P. Morgan served as left lead underwriter. www.nineenergyservice.com

•Stone Pagamentos, a Brazilian credit card processing company, is prepping a New York IPO, per Reuters. Shareholders include Actis and Gaveo Investimentos. http://axios.link/n3Qs

More M&A

•Dalian Wanda Group is preparing to sell a pair of Australian property projects valued at around A$1 billion, per The Australian. http://axios.link/mTr2

Fundraising

•The Carlyle Group reportedly is raising its second RMB-denominated private equity fund, in addition to a new $6.5 billion-targeted Asia buyout fund. http://axios.link/cEFs

⛽ EnCap Flatrock Midstream has raised $3.25 billion for its fourth fund focused on the North American midstream energy sector. www.efmidstream.com

•Mayfair Equity Partners, a London-based buyout firm, is targeting £600 million for its second fund, per PE News. http://axios.link/DWEL

•Partech Ventures has raised €57 million for an Africa-focused venture capital fund that is targeting a total of €100 billion. https://axios.link/pXxC

•Periphas Capital, a new private equity firm founded by former Goldman Sachs PE exec Sanjeev Mehra, is raising $750 million for its debut fund, per Bloomberg. Other team members include former Goldman colleague John Bowman and Berkshire Partners vet Jeffrey Dodge. https://axios.link/E6Ul

It's Personnel

•J. Tomilson Hill has stepped down as head of hedge fund investing at The Blackstone Group, after a 17-year run. He will be succeeded as president and CEO of Blackstone Alternative Asset Management by John McCormick. http://axios.link/nhjB